Foreign Borrower. Join as a Borrower any Person that is organized or incorporated in any jurisdiction other than the United States or any State or territory thereof without the consent of all Lenders.
Foreign Borrower any of the Australian Borrowers, the Dutch Borrowers, the UK Borrowers and any other Foreign Subsidiary organized under the laws of England and Wales, the Netherlands or Australia that joins this Agreement as a Borrower hereunder.
Foreign Borrower. Each Foreign Borrower is subject to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively, the “Foreign Borrower Documents”), and the execution, delivery and performance by each Foreign Borrower of the Foreign Borrower Documents to which it is a party constitutes and will constitute private and commercial acts and not public or governmental acts. Neither any Foreign Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Borrower is organized and existing in respect of its obligations under the Foreign Borrower Documents. As of the Effective Date, there is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which SWM Luxembourg is organized and existing either (x) on or by virtue of the execution or delivery of the Foreign Borrower Documents or (y) on any payment to be made by SWM Luxembourg pursuant to the applicable Foreign Borrower Documents.
Foreign Borrower. SWM Philippines is subject to civil and commercial laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively, the “Foreign Borrower Documents”), and the execution, delivery and performance by SWM Philippines of the Foreign Borrower Documents constitutes and will constitute private and commercial acts and not public or governmental acts. Neither SWM Philippines nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which SWM Philippines is organized and existing in respect of its obligations under the Foreign Borrower Documents.
Foreign Borrower. Each of the Canadian Borrowers and the U.K. Borrowers.
Foreign Borrower. If the applicable Borrower is a Foreign Borrower, then, solely with respect to the initial Extension of Credit to such Foreign Borrower, the conditions of Section 2.24 to the designation of such Borrower as a Foreign Borrower shall have been met to the reasonable satisfaction of the Administrative Agent. Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the conditions in subsections (a) and (b) of this Section have been satisfied or waived in writing. Each request for an extension or conversion of a Loan hereunder shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Loan that the conditions in subsection (b) of this Section has been satisfied or waived in writing.
Foreign Borrower. Notwithstanding anything in this Agreement or any of the Loan Documents to the contrary, the parties intend that this Agreement does hereby provide, and shall in all circumstances be interpreted to provide, that the Foreign Borrower is liable only for Loans made to the Foreign Borrower, interest on such Loans, the Foreign Borrower’s reimbursement obligations with respect to any Letter of Credit issued for its account and for the account of its Subsidiaries and its ratable share of any of the other Obligations, including, without limitation, general fees, reimbursements, indemnities and charges hereunder and under any other Loan Document that are attributable, or attributed as a ratable share, to it. Nothing in this Agreement or in any other Loan Document or in this Section 11.17 (including, but not limited to provisions which purport to impose joint and several liability on the Foreign Borrower with a domestic Loan Party) shall be deemed or operate to cause the Foreign Borrower to guaranty or assume liability with respect to a Revolving Credit Loan made to the Company or any domestic Loan Party, any Letters of Credit issued for the account of a domestic Loan Party or other Obligation for which a domestic Loan Party is the primary obligor. Nothing in this Section 11.17 is intended to limit, nor shall it be deemed to limit, any of the liability of the Company or any other domestic Loan Party for any of the Obligations, whether in its primary capacity as a Borrower, as a Guarantor, at law or otherwise. Subject to the limitation of liability of Foreign Borrower as expressly set forth in this Section 11.17, all Obligations of the Borrowers and Guarantors are joint and several.
Foreign Borrower. NOTWITHSTANDING ANYTHING CONTAINED IN THIS GRARANTY TO THE CONTRARY, THE OBLIGATIONS OF WABTEC COÖPERATIEF U.A. WITH RESPECT TO REIMBURSEMENT OF GUARANTORS, OR ANY RIGHTS OF SUBROGATION AGAINST WABTEC COÖPERATIEF U.A. HELD BY GUARANTORS, AS A RESULT OF PAYMENTS MADE BY GUARANTORS HEREUNDER, SHALL BE EXPRESSLY SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11.17 OF THE CREDIT AGREEMENT.
Foreign Borrower. Subject to the terms and conditions set forth herein, each Lender agrees to make loans (each a “Revolving Loan”) in Dollars to the Foreign Borrower from time to time on any Business Day during the Availability Period in an aggregate outstanding principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the aggregate Credit Exposures of all Lenders exceeding the Aggregate Commitment in effect at such time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Foreign Borrower may borrow, prepay and reborrow Revolving Loans.
Foreign Borrower. The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent, request that one Wholly Owned Subsidiary of the Company that is a Foreign Subsidiary organized under the laws of Luxembourg (the “Foreign Borrower”) be permitted to become a co-borrower hereunder with authority to borrow Loans in Foreign Currencies. The Foreign Borrower shall not be permitted to borrow Loans on the terms and conditions of this Agreement until the following conditions precedent have been satisfied:
(a) the Administrative Agent shall have received a joinder agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which the Foreign Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Credit Document, such agreement to be in form and substance satisfactory to the Administrative Agent;
(b) the Administrative Agent shall have received on behalf of the Lenders such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (subject to clause (c) below), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders, and Notes executed by the Foreign Borrower to the extent any Lenders so require; and
(c) if the permitting such Foreign Borrower to be a co-borrower hereunder obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Subject to the limitations of clauses (i) through (vii) of Section 10.1, the Lenders hereby consent to the Administrative Agent, on the Lenders’ behalf, entering into any amendments to the Credit Agreement necessary or reasonably desired by the Administrative Agent and the Borrower to effectuate the joinder of the Foreign Borrower to this Credit Agreement, such amendment shall provide, among other things, (x) that each Lender may, at i...
